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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

                                         

 

FORM 10-Q

                                         

 (Mark One)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2026

or

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from________ to ________

 

Commission File Number: 1-03480

 

WISDOMTREE BITCOIN FUND

 

(Exact name of registrant as specified in its charter)

                                         

 

Delaware   99-6119726

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

     

250 West 34th Street, 3rd Floor

New York, New York

  10119
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (866) 909-9473 

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares of Beneficial Interest of WisdomTree Bitcoin Fund BTCW Cboe BZX Exchange, Inc.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ¨   Accelerated Filer ¨
Non-Accelerated Filer x   Smaller reporting company x
      Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

Indicate the number of outstanding Shares as of March 31, 2026: 2,045,000

 

 
  
 

 

WISDOMTREE BITCOIN FUND

QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 1
PART I. FINANCIAL INFORMATION 2
ITEM 1. FINANCIAL STATEMENTS 2
Statements of Assets and Liabilities 2
Schedules of Investment 3
Statements of Operations 5
Statements of Changes in Net Assets 6
Statements of Cash Flows 7
Notes to Unaudited Financial Statements 8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 17
ITEM 4. CONTROLS AND PROCEDURES 17
PART II. OTHER INFORMATION 19
Item 1. Legal Proceedings 19
Item 1A. Risk Factors 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Mine Safety Disclosures 19
Item 5. Other Information 19
Item 6. Exhibits 20
SIGNATURES 21

 

  
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “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 quarterly report that address activities, events or developments that will or may occur in the future, including such matters as movements in the digital asset markets and indexes that track such movements, the Trust’s operations, the Sponsor’s plans 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 the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this quarterly report and “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) and in other SEC filings by the Trust, 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 quarterly report are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of its Shares. None of the Trust, the Sponsor, or the Trustee or their respective affiliates is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions.

 

Unless otherwise stated or the context otherwise requires, the terms “we,” “our” and “us” in this quarterly report refer to the Trust.

 

 1 
 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

WisdomTree Bitcoin Fund
Statements of Assets and Liabilities
March 31, 2026 and December 31, 2025

           
  

March 31, 2026

(Unaudited)

   December 31, 2025 
ASSETS:          
Investment in bitcoin, at cost  $148,025,827   $106,564,016 
Investment in bitcoin, at fair value (Note 2)   147,304,068    139,717,030 
Total Assets   147,304,068    139,717,030 
LIABILITIES:          
Sponsor Fee payable (Note 3)   31,427    30,038 
Total Liabilities   31,427    30,038 
COMMITMENTS AND CONTINGENCIES (Note 5)        
NET ASSETS  $147,272,641   $139,686,992 
           
Net Assets consist of:          
Capital Stock  $89,415,815   $47,880,456 
Total earnings (loss)   57,856,826    91,806,536 
NET ASSETS  $147,272,641   $139,686,992 
Outstanding beneficial interest shares of $0.0001 par value (unlimited number of shares authorized)   2,045,000    1,510,000 
Net Asset Value Per Share  $72.02   $92.51 

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

 

 2 
 

 

WisdomTree Bitcoin Fund

Schedules of Investment

March 31, 2026

(Unaudited)

           
Investment  Quantity   Value 
DIGITAL ASSETS – 100.0%          
Bitcoin(a)   2,163   $147,304,068 
TOTAL INVESTMENT IN BITCOIN          
(Cost: $148,025,827)        147,304,068 
Liabilities in excess of Other Assets – (0.0)%        (31,427)
NET ASSETS – 100.0%       $147,272,641 
(a)Non-income producing.

 

FAIR VALUATION SUMMARY

The following is a summary of the fair valuations according to the inputs used in valuing the Trust’s investments (See Note 2 – Investment Valuation):

                     
   Quoted
Prices in
Active
Markets
(Level 1)
   Other
Significant
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Total 
Assets:                    
Investment in bitcoin                    
Digital Assets  $147,304,068   $   $   $147,304,068 
Total Investment in bitcoin  $147,304,068   $   $   $147,304,068 

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

 

 3 
 

 

WisdomTree Bitcoin Fund

Schedules of Investment

December 31, 2025

           
Investment  Quantity   Value 
DIGITAL ASSETS – 100.0%          
Bitcoin(a)   1,598   $139,717,030 
TOTAL INVESTMENT IN BITCOIN          
(Cost: $106,564,016)        139,717,030 
Liabilities in excess of Other Assets – (0.0)%        (30,038)
NET ASSETS – 100.0%       $139,686,992 
(a)Non-income producing.

 

FAIR VALUATION SUMMARY

The following is a summary of the fair valuations according to the inputs used in valuing the Trust’s investments (See Note 2 – Investment Valuation):

                     
  

Quoted

Prices in

Active

Markets

  

Other

Significant
Observable

Inputs

   Significant
Unobservable
Inputs
     
   (Level 1)   (Level 2)   (Level 3)   Total 
Assets:                    
Investment in bitcoin                    
Digital Assets  $139,717,030   $   $   $139,717,030 
Total Investment in bitcoin  $139,717,030   $   $   $139,717,030 

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

 

 4 
 

 

WisdomTree Bitcoin Fund

Statements of Operations (Unaudited)

         
  

For the Three Months
ended

March 31, 2026

  

For the Three Months
ended

March 31, 2025

 
INVESTMENT INCOME:        
Total investment income  $    $  
         
EXPENSES:          
Sponsor Fee (Note 3)   87,333    204,357 
Total expenses   87,333    204,357 
Net investment loss   (87,333)   (204,357)
           
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT:          
Net realized gain from investment in bitcoin sold to pay Sponsor Fee   12,396    82,185 
Net realized gain from investment in bitcoin sold for redemption of Shares       50,761,410 
Net change in unrealized appreciation/depreciation on investment in bitcoin   (33,874,773)   (90,966,656)
Net realized and unrealized loss on investment in bitcoin   (33,862,377)   (40,123,061)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  $(33,949,710)  $(40,327,418)

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

 

 5 
 

 

WisdomTree Bitcoin Fund

Statements of Changes in Net Assets (Unaudited)

           
  

For the Three Months
ended

March 31, 2026

  

For the Three Months
ended

March 31, 2025

 
         
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:          
Net investment loss  $(87,333)  $(204,357)
Net realized gain from investment in bitcoin sold to pay Sponsor Fee   12,396    82,185 
Net realized gain from investment in bitcoin sold for redemption of Shares       50,761,410 
Net change in unrealized appreciation/depreciation on investment in bitcoin   (33,874,773)   (90,966,656)
Total decrease in net assets resulting from operations   (33,949,710)   (40,327,418)
           
CAPITAL SHARE TRANSACTIONS:          
Net proceeds from sale of shares   41,535,359    28,912,276 
Cost of shares redeemed       (196,526,533)
Net increase (decrease) in net assets resulting from capital share transactions   41,535,359    (167,614,257)
Net Increase (Decrease) in Net Assets   7,585,649    (207,941,675)
           
NET ASSETS:          
Beginning of period  $139,686,992   $360,517,232 
End of period  $147,272,641   $152,575,557 
           
SHARES CREATED AND REDEEMED          
Shares outstanding, beginning of period   1,510,000    3,640,000 
Shares created   535,000    275,000 
Shares redeemed       (2,180,000)
Shares outstanding, end of period   2,045,000    1,735,000 

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

 

 6 
 

 

WisdomTree Bitcoin Fund

Statements of Cash Flows (Unaudited)

           
  

For the Three
Months ended

March 31, 2026

  

For the Three
Months Ended

March 31, 2025

 
Cash Flows from Operating Activities:          
Net decrease in net assets resulting from operations  $(33,949,710)  $(40,327,418)
ADJUSTMENTS TO RECONCILE NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS TO NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES:          
Purchases of bitcoin   (41,535,359)   (28,912,745)
Proceeds from bitcoin sold for net redemption of Shares       196,527,063 
Proceeds from bitcoin sold to pay Sponsor Fee   85,944    237,654 
Net realized gain on investment in bitcoin   (12,396)   (50,843,595)
Net change in unrealized appreciation/depreciation from investment in bitcoin   33,874,773    90,966,656 
Changes in assets and liabilities:          
Increase (decrease) in Sponsor Fee payable   1,389    (33,297)
Net cash provided by (used for) operating activities   (41,535,359)   167,614,318 
CASH FLOWS FROM FINANCING ACTIVITIES:          
Net proceeds from the sale of shares   41,535,359    28,912,276 
Cost of shares redeemed       (163,994,799)
Net cash provided by (used for) financing activities   41,535,359    (135,082,523)
Net increase (decrease) in cash       32,531,795 
Cash at beginning of period        
Cash at end of period  $   $32,531,795 

 

See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.

 

 7 
 

 

WisdomTree Bitcoin Fund

Notes to Unaudited Financial Statements

March 31, 2026

 

 

1.ORGANIZATION

 

WisdomTree Bitcoin Fund (the “Trust”) is a Delaware statutory trust organized on March 8, 2021 under Delaware law pursuant to the Delaware Statutory Trust Act (the “DTSA”) and the Second Amended and Restated Trust Agreement (the “Trust Agreement”). The Trust’s investment objective is to gain exposure to the price of bitcoin, less expenses and liabilities of the Trust’s operations. The Trust is an exchange-traded fund that issues common shares of beneficial interest (the “Shares”) that are listed on the Cboe BZX Exchange, Inc. (the “Exchange”) and trade under the ticker symbol “BTCW”.

 

WisdomTree Digital Commodity Services, LLC (the “Sponsor”) serves as sponsor of the Trust. The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for public offering in the United States and the listing of Shares on the Exchange. The Sponsor will develop and administer a marketing plan for the Trust and prepare marketing materials regarding the Shares, in each case in conjunction with Foreside Fund Services, LLC (the “Marketing Agent”). The Sponsor selects the service providers, negotiates the applicable agreements and fees and monitors the performance of the Trust.

 

Delaware Trust Company (the “Trustee”) acts as the trustee of the Trust for the purpose of creating a Delaware statutory trust in accordance with the DSTA. The Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the DSTA that the Trust have at least one Trustee with a principal place of business in the State of Delaware.

 

Prior to December 31, 2023, the Trust had no operations other than matters relating to its organization and registration under Securities Act of 1933, as amended (the “1933 Act”). WisdomTree, Inc., the parent of the Sponsor, purchased (i) $50,000 in Shares at a price per Share of $50 on December 22, 2023, and (ii) $2,450,000 in Shares at a price per Share of $50 on January 8, 2024, for a total of $2,500,000. On December 16, 2024, WisdomTree, Inc. sold 50,000 shares of the Trust for proceeds $5,637,003 and did not own any Shares of the Trust as of that date. On January 10, 2024, the Trust’s registration statement relating to the continuous public offering of its Shares was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and the Trust commenced trading on the Exchange on January 11, 2024.

 

Coinbase Custody Trust Company LLC (the “Bitcoin Custodian”) is the custodian of the Trust with respect to the Trust’s bitcoin holdings, and The Bank of New York Mellon (“BNY”) serves as cash custodian, administrator, fund accountant, and transfer agent for the Trust (the “Trust Administrator” or the “Cash Custodian”).

 

In the ordinary course of operation, the Trust will sell or redeem its Shares, in blocks of 5,000 Shares (a “Basket”) based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities). 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, in each case as calculated by the Trust 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. Financial firms that are authorized to purchase or redeem Shares with the Trust (known as “Authorized Participants”) will deliver cash to the Trust’s account with the Cash Custodian in exchange for Shares when they purchase Shares and will receive cash (from the Cash Custodian), when they redeem Shares with the Trust. Shares initially comprising the same Basket but sold by the Authorized Participants to the public at different times may have different offering prices, which depend on various factors, including the supply and demand for Shares, the value of the Trust’s assets, and market conditions at the time of a transaction.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements. The Trust is an investment company for GAAP purposes and follows the specialized accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”) Topic 946, Financial Services-Investment Companies. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants.

 

Cash & Cash Equivalents – Cash, if any, includes non-interest bearing, non-restricted cash maintained with the Cash Custodian.

 

 8 
 

 

Investment Transactions and Revenue Recognition – The Trust records its investment transactions in bitcoin on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investment in bitcoin. Realized gains and losses on the Trust’s investment transactions in bitcoin are calculated using the average cost method.

 

Use of Estimates – The preparation of financial statements in conformity with GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increases and decreases in the net assets from operations during the reporting period. Actual results could differ from those estimates.

 

Investment Valuation – The Trust’s investment in bitcoin is recorded on the financial statements at fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. ASC 820 defines “principal market” as the market with the greatest volume and level of activity for the asset or liability. The determination of the principal market (and, as a result, the market participants in the principal market) is made from the perspective of the reporting entity and the reporting entity must have access to the principal (or most advantageous) market at the measurement date. ASC 820 defines “most advantageous market” 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 and transportation costs. Based on the foregoing, the Trust has determined its principal market for GAAP reporting for its bitcoin investment to be the bitcoin platform operated by Coinbase, Inc. and utilizes an exchange-traded price from that principal market as of 11:59 p.m. Eastern Standard Time on the financial statement measurement date.

 

ASC 820 has established a three-tier hierarchy of inputs to be used when determining fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk – for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below:

 

Level 1 – quoted prices in active markets for identical assets or liabilities

 

Level 2 – other significant observable inputs (inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means)

 

Level 3 – significant unobservable inputs (including the Trust’s assumptions in determining the fair value of investments)

 

The inputs or methodology used for valuation are not necessarily an indication of the risk associated with investing in those investments.

 

The summary of fair valuations according to the inputs used in valuing the Trust’s assets as of the measurement date is included in a “Fair Valuation Summary” supplementary table in the Schedules of Investment.

 

For the three months ended March 31, 2026 and the fiscal year ended December 31, 2025, there were no transfers into or out of Level 3 of the fair value hierarchy.

 

Income Taxes – The Trust is classified as a “grantor trust” for United States federal income tax purposes. As a result, the Trust itself will not be subject to United States federal income tax. Instead, the Trust’s income and expenses will “flow through” to the shareholders. Consequently, each sale of bitcoin by the Trust would constitute a taxable event to shareholders. The Sponsor evaluates tax positions taken or expected to be taken in the course of its tax treatment, and its tax reporting to its shareholders, of these positions to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet that threshold would be recorded as an expense in the current year. The Trust is required to analyze all open tax years. The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of December 31, 2025 and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Open tax years are those years that are open for examination by the relevant income taxing authority. All tax years since inception remain open for examination. There were no examinations in progress at period end.

 

 9 
 

 

3.EXPENSES, ORGANIZATION AND OFFERING COSTS

 

The Trust pays the Sponsor a fee (the “Sponsor Fee”) in accordance with the Trust agreement and as set forth in the Prospectus. The Sponsor Fee is 0.25% per annum of the Trust’s average daily net asset value. The Sponsor Fee will accrue daily and be payable monthly in U.S. dollars. The Trust’s only ordinary recurring expense is expected to be the Sponsor Fee. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume the marketing and the following administrative expenses of the Trust: the fees of the Trustee, the Trust Administrator, Fund Accountant, Transfer Agent, the Marketing Agent, Bitcoin Custodian, the Cash Custodian’s Fee, Exchange listing fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and ordinary legal fees and expenses. The Sponsor paid the costs of the Trust’s organization and the initial sale of the Shares. There is no cap on the amount of these Sponsor paid expenses. For the three months ended March 31, 2026 and 2025, the Trust accrued a Sponsor Fee of $87,333 and $204,357, respectively.

 

The Trust may incur certain non-recurring expenses that are not assumed by the Sponsor, including but not limited to, taxes and governmental charges, any applicable brokerage commissions, financing charges or fees, bitcoin network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the Bitcoin blockchain), any indemnification of the Cash Custodian, Bitcoin Custodian, Trust Administrator or other agents, service providers or counterparties of the Trust and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.

 

The Trust does not have any income and will need to sell bitcoin at the price available through Coinbase Inc. (the “Prime Execution Agent”) to cover the Sponsor’s Fee and expenses not assumed by the Sponsor, if any. The Trust is responsible for paying any costs associated with the transfer of bitcoin to the Sponsor or the sale of bitcoin. Under the terms of each Authorized Participant Agreement, the Authorized Participants will be responsible for any brokerage or transaction costs associated with the sale or transfer of bitcoin incurred in connection with the fulfillment of a creation and redemption order. Brokerage or transaction costs associated with the sale or transfer of bitcoin are recorded by the Trust as a reduction of realized gain or an increase in realized loss from investment in bitcoin on the Statement of Operations. Reimbursements of brokerage or transaction costs by an Authorized Participant are included in the capital share transactions activity shown on the Statements of Changes in Net Assets as an increase to “Net proceeds from sale of shares” or a decrease to “Cost of shares redeemed”. The Trust may also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor.

 

To cover the Sponsor’s Fee and expenses not assumed by the Sponsor, the Sponsor or its delegate will cause the Trust (or its delegate) to convert bitcoin into U.S. dollars at the price available through the Prime Execution Agent. The number of bitcoins represented by a Share will decline each time the Trust pays the Sponsor Fee or any Trust expenses not assumed by the Sponsor by transferring or selling bitcoins.

 

4.RELATED PARTY TRANSACTIONS

 

Certain series of the WisdomTree Trust, an open-end management investment company registered under the Investment Company Act of 1940 and an affiliate of the Sponsor, may, in accordance with their respective investment strategies, purchase shares of the Trust in the secondary market. As of March 31, 2026, one or more WisdomTree Trust funds held approximately 9% of the Trust’s outstanding shares.

 

5.COMMITMENTS AND CONTINGENCIES

 

In the normal course of business, the Trust may enter into contracts that contain a variety of representations or that provide indemnification for certain liabilities. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust has not had prior claims or losses pursuant to these contracts and believes such exposure to be remote.

  

6.INDEMNIFICATION

 

The Trust Agreement provides that the Sponsor and its shareholders, members, directors, officers, employees, affiliates and subsidiaries (each a “Sponsor Indemnified Party”) will be indemnified by the Trust and held harmless against any loss, liability or expense incurred under the Trust Agreement without fraud, bad faith or willful misconduct on the part of such Sponsor Indemnified Party arising out of or in connection with the performance of its obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement. The Trust’s maximum exposure under these arrangements is unknown; however, the Trust expects any risk of loss to be remote.

 

7.CONCENTRATION RISK

 

Unlike other funds that may invest in diversified assets, the Trust’s investment strategy is concentrated in a single asset class: bitcoin. This concentration maximizes the degree of the Trust’s exposure to a variety of market risks associated with bitcoin. By concentrating its investment strategy solely in bitcoin, any losses suffered as a result of a decrease in the value of bitcoin can be expected to reduce the value of an interest in the Trust and will not be offset by other gains if the Trust were to invest in underlying assets that were diversified.

 

 10 
 

 

8.DIGITAL ASSET RISK

 

The Trust invests substantially all of its assets in bitcoin. Bitcoin is a digital asset (i.e., a cryptocurrency) whose ownership and behavior are determined by participants in an online, peer-to-peer network that connects computers that run publicly accessible, or “open source”, software that follows the rules and procedures governing the bitcoin network. Bitcoin is a relatively new asset class and is subject to unique and substantial risks, and historically, has been subject to significant price volatility. The price of bitcoin could drop precipitously (including to zero). These factors and events could have a significant negative impact on the Trust.

 

9.CREATIONS AND REDEMPTION OF SHARES

 

The Sponsor has the power and authority, without action or approval by the shareholders, to cause the Trust to issue Shares from time to time as it deems necessary and desirable, but only in one or more baskets (“Baskets”) of 5,000 shares based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities). The number of Shares authorized is unlimited. From time to time, the Sponsor may cause the Trust to divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust, or in any way affecting the rights, of the shareholders, without action or approval by the shareholders. The ownership of Shares are recorded on the books of the Trust and/or a transfer agent (or similar agent) for the Trust. No certificates certifying the ownership of Shares are issued except as the Sponsor may otherwise determine from time to time. The Sponsor may make such rules as it considers appropriate for the issuance of share certificates, transfer of Shares and similar matters. The record books of the Trust as kept by the Trust, or by a transfer agent (or similar agent), as the case may be, are conclusive as to the identity of the shareholders and as to the number of Shares held time to time by each.

 

“Authorized Participants” are the only persons that may place orders to create or redeem Baskets. Each Authorized Participant must (i) be a registered broker-dealer or other securities market participant, such as a bank or other financial institution that is not required to register as a broker-dealer to engage in securities transactions, (ii) be a participant in The Depository Trust Company, and (iii) have entered into an Authorized Participant Agreement with the Trust.

 

The total deposit of cash required to create each Basket includes the cash equivalent of an amount of bitcoin that is in the same proportion to the total net assets of the Trust. In order to calculate the amount of cash necessary for a creation Basket, the Trust administrator multiplies the NAV per share by the number of Shares in a creation Basket (5,000). Each night, the Sponsor or Trust administrator publish the amount of cash that will be required in exchange for each creation Basket the next business day. To the extent there is a difference between the price actually paid by the Trust to acquire a Creation Basket worth of bitcoin in the creation process compared to the cash value of the Creation Basket (i.e., if there is a difference between the amount paid by the Execution Agent on behalf of the Trust to purchase the requisite amount of bitcoin and the valuation of bitcoin as part of the Trust’s NAV calculation), that difference will also be charged to the creating Authorized Participant in the form of a variable fee.

 

For a redemption of Baskets, the Authorized Participant will be required to submit a redemption order by an early order cutoff time (the “Redemption Early Order Cutoff Time”). The Redemption Early Order Cutoff Time is 6:00 p.m. ET on the Business Day prior to the trade date. On the date of the Redemption Early Order Cutoff Time, the Trust may choose, in its sole discretion, to enter into a transaction with a bitcoin trading counterparty or the Prime Execution Agent, to sell bitcoin in exchange for cash. Also on the date of the Redemption Order Early Cutoff, the Trust instructs the Bitcoin Custodian to prepare to move the associated bitcoin from the Trust’s Vault Balance with the Bitcoin Custodian to the Trust’s Trading Balance with the Prime Execution Agent. For settlement of a redemption, the Authorized Participant delivers the necessary Shares to the Trust, a bitcoin trading counterparty or the Prime Execution Agent, as applicable, delivers the cash to the Trust associated with the Trust’s sale of bitcoin, the Bitcoin Custodian delivers bitcoin to the bitcoin trading counterparty’s account at the Prime Execution Agent or directly to the Prime Execution Agent, as applicable, and the Trust delivers cash to the Authorized Participant. In the event the Trust has not been able to successfully execute and complete settlement of a bitcoin transaction by the settlement date, the Authorized Participant will be given the option to (1) cancel the redemption order, or (2) accept that the Trust will continue to attempt to complete the execution, which will delay the settlement date. With respect to a redemption order, between the Trust and the Authorized Participant, the Authorized Participant will be responsible for the dollar cost of the difference between the bitcoin price utilized in calculating the NAV on the trade date and the price realized in selling the bitcoin to raise the cash needed for the cash redemption order to the extent the price realized in selling the bitcoin is lower than the bitcoin price utilized in the NAV. To the extent the price realized is selling the bitcoin is higher than the price utilized in the NAV, the Authorized Participant shall get to keep the dollar impact of any such difference.

 

NAV per Share for purposes of facilitating creations and redemptions of the Trust is computed each business day using the CME CF Bitcoin Reference Rate – New York Variant (the “Reference Rate”) as of 4:00 p.m. Eastern Time to value the Trust’s investment in bitcoin. The methodology of the Reference Rate used to value bitcoin for purposes of calculating NAV per Share may not be deemed consistent with GAAP and may be different from the value of bitcoin used in the Trust’s GAAP financial statements.

 

Creation and redemption transactions of Shares of the Trust are shown in the Statements of Changes in Net Assets.

 

 11 
 

 

10.SEGMENT REPORTING

 

The Trust adopted FASB Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) -Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The Trust operates in one segment. The segment derives its revenues from Trust investments made in accordance with the defined investment strategy of the Trust, as prescribed in the Trust’s prospectus. The accounting policies are the same as those described in Note 2 - Summary of Significant Accounting Policies. The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer of the Sponsor. The CODM monitors the operating results of the Trust. The financial information the CODM leverages to assess the segment’s performance and to make decisions for the Trust’s single segment, is consistent with that presented within the Trust’s financial statements.

 

11.FINANCIAL HIGHLIGHTS

 

The Trust is presenting the following NAV and financial highlights related to investment performance for a Share outstanding for the three month periods ended March 31, 2026 and 2025. An individual investor’s return and ratios may vary based on the timing of capital transactions.

 

Selected data for a share of beneficial interest outstanding throughout each period is presented below:

          
  

For the Three Months Ended
March 31, 2026

(Unaudited)

  

For the Three Months Ended
March 31, 2025

(Unaudited)

 
Net asset value, beginning of period   $92.51    $99.04 
Investment operations:          
Net investment loss   (0.05)    (0.06) 
Net realized and unrealized loss   (20.44)    (11.04) 
Total from investment operations   (20.49)    (11.10) 
Net asset value, end of period   $72.02    $87.94 
TOTAL RETURN1   (22.15)%    (11.21)% 
RATIOS/SUPPLEMENTAL DATA:          
Net assets, end of period (000’s omitted)   $147,273    $152,576 
Ratios to average net assets of:          
Expenses2   0.25%    0.25% 
Net investment loss2   (0.25)%    (0.25)% 

 

1Total return calculated for a period of less than one year is not annualized.

 

2Annualized.

 

 12 
 

 

12.SUBSEQUENT EVENTS

 

The Sponsor has evaluated all subsequent transactions and events through the date on which these financial statements were issued and has determined that no additional items require disclosure in these financial statements.

 

 13 
 

 

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF 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 on Form 10-Q (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. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Quarterly Report, “Cautionary Note Regarding Forward-Looking Statements,” and the risks described in Item 1A. “Risk Factors” of the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

 

Overview

 

WisdomTree Bitcoin Fund (the “Trust”) is an exchange-traded fund that issues common shares of beneficial interest that are listed on the Cboe BZX Exchange, Inc. (the “Exchange”) under the ticker symbol “BTCW”. The Trust is a Delaware statutory trust, formed on March 8, 2021, pursuant to the Delaware Statutory Trust Act. The Trust operates pursuant to the Trust Agreement. The Trust offers Shares only to Authorized Participants in one or more blocks of 5,000 Shares based on the quantity of bitcoin attributable to each Share of the Trust. Each Share represents a fractional undivided beneficial interest in the net assets of the Trust.

 

The Trust’s investment objective is to gain exposure to the price of bitcoin, less expenses and liabilities of the Trust’s operations. In seeking to achieve its investment objective, the Trust will hold bitcoin and will value its Shares daily based on the CME CF Bitcoin Reference Rate - New York Variant (the “Reference Rate”).

 

The following discussion and analysis was prepared to supplement information contained in the accompanying financial statements and is intended to explain certain items regarding the Trust’s financial condition as of March 31, 2026 and its results of operations for the three months ended March 31, 2026 and 2025. It should be read in conjunction with the unaudited financial statements and related notes thereto contained in this Quarterly Report.

 

Critical Accounting Policies and Estimates

 

Fair Value Determination

 

The Trust’s investment in bitcoin is recorded on the financial statements at fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset for liability. ASC 820 defines “principal market” as the market with the greatest volume and level of activity for the asset or liability. The determination of the principal market (and, as a result, the market participants in the principal market) is made from the perspective of the reporting entity and the reporting entity must have access to the principal (or most advantageous) market at the measurement date. ASC 820 defines “most advantageous market” 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 and transportation costs. Based on the foregoing, the Trust has determined its principal market for GAAP reporting for its bitcoin investment to be the bitcoin platform operated by Coinbase, Inc. and utilizes an exchange-traded price from that principal market as of 11:59 p.m. Eastern Standard Time on the financial statement measurement date. The Sponsor will perform other procedures (consistent with GAAP) to value an investment in bitcoin when a market quote is not available.

 

Results of Operations

 

Selected Financial Highlights for the three months ended March 31, 2026 and 2025

 

  

For the Three Months
Ended March 31, 2026

(Unaudited)

  

For the Three Months
Ended March 31, 2025

(Unaudited)

 
Net investment loss  $(87,333)  $(204,357)
Net realized and unrealized loss on investment in bitcoin  $(33,862,377)  $(40,123,061)
Net decrease in net assets resulting from operations  $(33,949,710)  $(40,327,418)
Net assets  $147,272,641   $152,575,557 

 

 14 
 

 

For the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

 

Net realized and unrealized loss on investment in bitcoin for the three months ended March 31, 2026 was $(33,862,377) which includes a net realized gain of $12,396 on the sale of bitcoin to pay the Sponsor’s Fee and a net change in unrealized appreciation/depreciation on investment in bitcoin of $(33,874,773). Net realized and unrealized loss on investment in bitcoin for the three-month period ending March 31, 2026 was driven by bitcoin price depreciation from $87,418.55 per bitcoin as of December 31, 2025 to $68,097.76 per bitcoin as of March 31, 2026.

 

Net decrease in net assets resulting from operations was $(33,949,710) for the three months ended March 31, 2026, which consisted of net investment loss of $(87,333), net realized gain of $12,396 and $(33,874,773) net change in unrealized appreciation/depreciation on investment in bitcoin. Net assets increased to $147,272,641 at March 31, 2026 and total return (based on NAV per Share) for the three months ended March 31, 2026 was (22.15)%. For the three months ended March 31, 2026, the $7,585,649 net increase in net assets resulted from the aforementioned net decrease in net assets resulting from operations in addition to a $41,535,359 increase resulting from capital share transactions.

 

Bitcoin traded lower during the first quarter of 2026. Digital asset markets experienced elevated volatility amid a combination of shifting global risk sentiment, tighter financial conditions, and ongoing uncertainty surrounding macroeconomic policy and regulatory developments. Periods of risk aversion weighed on investor demand for bitcoin, contributing to declining prices over the quarter. Together, weaker bitcoin pricing and continued market volatility led to net losses for the Trust during the period.

 

Net realized and unrealized loss on investment in bitcoin for the three months ended March 31, 2025 was $(40,123,061) which includes a net change in unrealized appreciation/depreciation on investment in bitcoin of $(90,966,656). Net realized and unrealized loss on investment in bitcoin for the three-month period ended March 31, 2025 was driven by bitcoin price depreciation from $93,358.58 per bitcoin as of December 31, 2024 to $82,944.98 per bitcoin as of March 31, 2025.

 

Net decrease in net assets resulting from operations was $(40,327,418) for the three months ended March 31, 2025, which consisted of net investment loss of $(204,357), net realized gain of $50,843,595 and $(90,966,656) in net change in unrealized appreciation/depreciation on investment in bitcoin. Net assets decreased to $152,575,557 at March 31, 2025 and total return (based on NAV per Share) for the three months ended March 31, 2025 was (11.21)%. For the three months ended March 31, 2025, the $(207,941,675) net decrease in net assets resulted from the aforementioned net decrease in net assets resulting from operations and by $(167,614,257) net decrease resulting from capital share transactions.

 

Bitcoin performed negatively in the first quarter of 2025 leading to losses for the Trust. While prices initially continued their year-end 2024 rally driven by the excitement from President Trump’s election, mounting economic concerns took the center stage for the rest of the quarter. Another headwind was the ByBit hack in late February 2025. Despite the negative price action, regulatory progress for digital assets remained constructive. In particular, executive orders establishing a strategic bitcoin reserve and digital assets stockpile, along with the SEC's repeal of Staff Accounting Bulletin No. 121, contributed to a more favorable long-term regulatory outlook for bitcoin.

 

Net Asset Value

 

The Trust’s NAV per Share is calculated by:

 

·taking the current market value of its total assets including, but not limited to, all bitcoin, cash or other assets;

 

·subtracting any liabilities; and

 

·dividing that total by the total number of outstanding Shares.

 

The methodology of the Reference Rate used to value bitcoin for purposes of calculating NAV Per Share may not be deemed consistent with GAAP. To the extent the methodology used to calculate the Reference Rate is deemed not to be consistent with GAAP, the Trust will utilize an alternative GAAP-consistent pricing source for purposes of the Trust’s periodic financial statements, as further discussed below.

 

The Trust Administrator calculates the NAV of the Trust once each Exchange trading day. The NAV for a normal trading day will be released after 4:00 p.m. ET. Trading during the core trading session on the Exchange typically closes at 4:00 p.m. ET. However, NAVs are not officially struck until later in the day (often by 5:30 p.m. ET and almost always by 8:00 p.m. ET).

 

 15 
 

 

The Sponsor believes that the Reference Rate will be reflective of a reasonable valuation of the average spot price of bitcoin. However, in the event the Reference Rate was not available or determined by the Sponsor to not be reliable, the Sponsor would “fair value” the Trust’s bitcoin holdings. The Sponsor does not anticipate that the need to “fair value” bitcoin will be a common occurrence. The Sponsor reserves the right to replace the Reference Rate with another valuation methodology which it believes will accurately track the price of bitcoin. If the Sponsor makes the decision to materially change the valuation methodology or replace either the Reference Rate or the Benchmark Administrator, the Sponsor will notify Shareholders via a posting on the Trust’s website, prospectus supplement, post-effective amendment, through a current report on Form 8-K or in the Trust’s annual or quarterly reports.

 

The Sponsor publishes the NAV, NAV per Share and the Trust’s bitcoin holdings at www.wisdomtree.com/investments after their determination and availability. Reference Rate data and the description of the Reference Rate are based on information made publicly available by the Benchmark Administrator on its website at https://www.cfbenchmarks.com.

 

As of March 31, 2026, the Trust had a net closing balance of 2,163.126 bitcoins with a value of $146,728,677 based on the Reference Rate Price of $67,831.76, which is calculated pursuant to non-GAAP methodology. As of March 31, 2026, the total market value of the Trust’s bitcoin was $147,304,068, based on the price of bitcoin in the principal market of $68,097.76. For the three-month period ended March 31, 2026, the Trust determined that Coinbase was its principal market.

 

The following chart illustrates the movement in the Market Price per Share and the Trust’s NAV per Share for the three months ended March 31, 2026.

 

 

The table below illustrates the high and low price of bitcoin as represented by the Reference Rate and the principal market during the three months ended March 31, 2026.

 

    

High

   

Low

   

End of Period

 
Period    Reference
Rate Price
   Principal
Market
Price
   Date    Reference
Rate Price
   Principal
Market
Price
   Date    Reference
Rate
Price
   Principal
Market
Price
 
For the three-month period ended March 31, 2026    $97,546.85   $96,288.01     1/14/26    $63,891.62   $63,348.73     2/23/26    $67,831.76   $68,097.76 

 

  The date shown pertains to the Principal Market Price low. The date pertaining to the Reference Rate Price low was 2/5/26.
  The Reference Rate Price shown is as of the last business day during the period.

 

 16 
 

 

Liquidity and Capital Resources

 

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.

 

The Trust will pay the Sponsor a unified fee of 0.25% per annum (the “Sponsor Fee”) as compensation for services performed under the Trust Agreement. The Trust’s only ordinary recurring expense is expected to be the Sponsor Fee.

 

The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor Fee for stated periods of time. The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver.

 

The Sponsor Fee is calculated on a daily basis (accrued at 1/365, or 1/366 in a leap year, of the applicable annual Sponsor Fee percentage multiplied by the Trust’s NAV) and paid on a monthly basis. To cover the Sponsor’s Fee, and extraordinary expenses not assumed by the Sponsor, the Sponsor or its delegate will cause the Trust (or its delegate) to instruct the Execution Agent to convert bitcoin held by the Trust into U.S. dollars. Because the Trust does not have any income, it will need to sell bitcoin to cover the Sponsor’s Fee and expenses not assumed by the Sponsor, if any. The Trust may also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor. The only source of funds to cover those liabilities are sales of bitcoin held by the Trust. Even if there are no expenses other than those assumed by the Sponsor, and there are no other liabilities of the Trust, the Trust will still need to sell bitcoin to pay the Sponsor’s Fee. The result of these sales is a decrease in the amount of bitcoin represented by each Share.

 

To cover the Sponsor’s Fee and expenses not assumed by the Sponsor, the Sponsor or its delegate will cause the Trust (or its delegate) to convert bitcoin into U.S. dollars at the price available through the Prime Execution Agent. The number of bitcoins represented by a Share will decline each time the Trust pays the Sponsor Fee or any Trust expenses not assumed by the Sponsor by transferring or selling bitcoins. The Trust is responsible for paying any costs associated with the transfer of bitcoin to the Sponsor or the sale of bitcoin. However, under the terms of each Authorized Participant Agreement, the Authorized Participants will be responsible for any brokerage or transaction costs associated with the sale or transfer of bitcoin incurred in connection with the fulfillment of a creation or redemption order.

 

The Trust’s only ordinary recurring expense is expected to be the Sponsor Fee. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume the marketing and the following administrative expenses of the Trust: the fees of the Trustee, the Trust Administrator, Fund Accountant, Transfer Agent, and Marketing Agent, the Custodians’ Fee, Exchange listing fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and ordinary legal fees and expenses. There is no cap on the amount of these Sponsor paid expenses.

 

The Trust may incur certain non-recurring expenses that are not assumed by the Sponsor, including but not limited to, taxes and governmental charges, any applicable brokerage commissions, financing charges or fees, Bitcoin network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the Bitcoin blockchain), any indemnification of the Cash Custodian, Bitcoin Custodian, Trust Administrator or other agents, service providers or counterparties of the Trust and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.

 

The Trust has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Trust’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to Shareholders. The Trust’s only source of liquidity is its sales of bitcoin.

 

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM 4.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 1934 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.

 

 17 
 

 

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 under 1934 Act Rule 3a-15(e) and 15d-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial Officer of the Sponsor concluded that, as of March 31, 2026 the Trust’s disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting

 

There was no change in the Trust’s internal controls over financial reporting (as defined in the Rules 13a-15(f) and 15d-15(f) of the 1934 Act) that occurred during the fiscal quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

 

 18 
 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

A summary of the principal factors that make an investment in the Shares speculative or risky are contained in the Trust’s 2025 Annual Report. There have been no material changes from the risk factors disclosed in the 2025 Annual Report.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

(a) There have been no unregistered sales of Shares. No Shares are authorized for issuance by the Trust under equity compensation plans.

(b) Not applicable.

(c) The Trust does not purchase Shares directly from its shareholders and the Trust did not redeem any Shares during the quarter ended March 31, 2026 as set forth in the table below:

 

Period  Total Number
of Shares
Redeemed
   Average price
of Bitcoin
Per Share
 
January 1, 2026 – January 31, 2026  NONE    
February 1, 2026 – February 28, 2026  NONE    
March 1, 2026 – March 31, 2026  NONE    
Total  NONE    

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

During the period covered by this Quarterly Report, none of the members of the Sponsor responsible for overseeing the business and operations of the Trust adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement. 

 

 19 
 

 

Item 6. Exhibits.

 

Exhibit

No.

  Description
     
31.1   Certification required under Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
     
31.2   Certification required under Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
     
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 (furnished herewith)
     
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 (furnished herewith)
     
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  WisdomTree Bitcoin Fund
       
Dated: May 13, 2026   By: /s/ Jeremy Schwartz
    Name: Jeremy Schwartz
    Title: Chief Executive Officer (Principal Executive Officer)*
       
Dated: May 13, 2026   By: /s/ David Castano
    Name: David Castano
    Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)*

 

*The registrant is a trust and the persons are signing in their capacities as officers of WisdomTree Digital Commodity Services, LLC, the Sponsor of the registrant.

 

 

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ATTACHMENTS / EXHIBITS

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