Osprey Bitcoin Trust 8-K

What Happened

• On December 18, 2025, Osprey Funds, LLC (the Sponsor) and CSC Delaware Trust Company (the Trustee) entered into a Third Amended and Restated Declaration of Trust and Trust Agreement to convert Osprey Bitcoin Trust into an exchange-traded product and enable listing of the Trust’s Shares on Nasdaq. The agreement revises the Trust’s governance, fees and creation/redemption mechanics to support exchange listing.

Key Details

• Management fee: a 0.49% annualized management fee (accrued daily, paid monthly in arrears) is designated as the Trust’s ordinary recurring expense; the Sponsor will bear routine operational and ordinary fees (trustee, administrator, fund accountant, transfer agent, custodians, listing fees, SEC registration, audit, printing/mailing, tax reporting, ordinary legal fees).
• Creation/redemption: Shares will be issued and redeemed only in Baskets of 10,000 Shares (or integral multiples) to authorized participants, in exchange for Bitcoin or cash, based on the Bitcoin attributable to each Share (net of accrued unpaid sponsor remuneration and expenses).
• Parties and filing: The Third Amended and Restated Trust Agreement is dated December 18, 2025, among Osprey Funds, LLC, CSC Delaware Trust Company and the Shareholders and is filed as Exhibit 1.01 to the Form 8‑K.

Why It Matters

• The changes formalize the Trust’s conversion to an exchange‑traded product structure and set the commercial terms (fees and creation/redemption rules) that will apply if/when the Shares list on Nasdaq. Investors should note the 0.49% management fee and the Basket creation/redemption size (10,000 Shares), as these affect ongoing costs, liquidity mechanics, and how institutional participants will transact Shares against Bitcoin or cash.