Fidelity Wise Origin Bitcoin Fund 8-K

What Happened

• Fidelity Wise Origin Bitcoin Fund (FBTC) announced it entered into a Custodial Services Agreement with BitGo, Inc. under which BitGo will provide custody and safekeeping services for the Trust’s bitcoin holdings. The Sponsor (FD Funds Management LLC) will pay BitGo’s fees under the Trust’s unitary fee structure. The Trust’s existing custodian, Fidelity Digital Assets, N.A. (FDA), remains in place and unaffected; the Sponsor decides how much bitcoin, if any, to hold with each custodian. The Sponsor currently has no plans to transfer any of the Trust’s bitcoin to BitGo.
• The filing also reports an executive change: Heather Bonner resigned as Treasurer (Principal Financial and Accounting Officer) of the Sponsor effective February 2, 2026, and Craig S. Brown was appointed Treasurer effective the same date. Mr. Brown is a Vice President at Fidelity (since 2015) and serves as Assistant Treasurer of FIMM, LLC (since 2021).

Key Details

• Agreement counterparty: BitGo, Inc.; governing law: New York.
• Liability limits: except for fraud, willful misconduct, or (subject to limited caps) gross negligence, BitGo’s aggregate liability is capped at fees paid to BitGo during the 3-month period before the first incident; gross negligence liability is limited to the value of affected bitcoin. BitGo disclaims liability for lost profits, consequential damages, malware/phishing impacts (unless caused by BitGo’s negligence/fraud/willful misconduct), and force majeure-type disruptions.
• Indemnification: the Trust will defend, indemnify and hold BitGo harmless from third-party claims arising from the Trust’s use of BitGo’s services, breach of the agreement, or violations of law in connection with the services.
• Termination: BitGo may terminate with 120 days’ notice; the Trust may terminate with 60 days’ notice.

Why It Matters

• Custody arrangements are central to operational risk for a bitcoin fund. Adding BitGo provides the Sponsor an alternative custodian as the Trust grows, which can diversify operational and custody risk even though no assets are being moved today.
• The agreement’s liability caps and indemnity provisions define the Trust’s legal recourse and potential exposure if loss or theft occurs; investors should note that liability is materially limited in many scenarios and the Trust bears indemnification obligations.
• The treasurer change appears administrative and was not due to any disagreement over operations, policies or practices; continuity is indicated by Craig S. Brown’s existing Fidelity roles.