Bitwise Bitcoin ETF (NYSE: BITB) adds KPMG consent in 10-K/A

Rhea-AI Filing Summary

Bitwise Bitcoin ETF filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025, solely to add the previously omitted consent of its independent auditor, KPMG LLP. The amendment also includes updated officer certifications dated as of the amendment filing date.

No financial statements or other disclosures are changed; readers are directed to the original Annual Report for full financial information. The fund reported aggregate market value of non-affiliate equity of $4,255,977,600 as of its most recently completed second fiscal quarter and had 71,970,000 Shares outstanding as of March 10, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2025

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: 001-41902

BITWISE BITCOIN ETF

(Exact name of registrant as specified in its charter)

Delaware		83-6613214
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Bitwise Investment Advisers, LLC

250 Montgomery Street, Suite 200

San Francisco, California 94104

(Address of principal executive offices) (Zip Code)

(415) 707-3663

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Bitwise Bitcoin ETF Shares		BITB		NYSE Arca, Inc.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

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 ☐ 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 ☐ 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		☐		Smaller Reporting Company		☐
				Emerging Growth Company		☐

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $4,255,977,600

As of March 10, 2026, the registrant had 71,970,000 Shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of Bitwise Bitcoin ETF (the “Trust”) for the year ended December 31, 2025, as originally filed with the Securities and Exchange Commission on March 2, 2026 (the “Original Form 10-K”), is being filed solely to file the consent of KPMG LLP, the Trust’s independent registered public accounting firm (the “Consent”). Due to an administrative error, the Consent was inadvertently not included in the Original Form 10-K.

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 includes new certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment No. 1. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.

Except as set forth in this Amendment No. 1, no other changes have been made to the Original Form 10-K. The Original Form 10-K has not been amended or updated to reflect events occurring after the filing date of the Original Form 10-K, except as specifically set forth in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules.

(1) No financial statements are filed with this Amendment No. 1. These items were included as part of the Original Form 10-K.

(2) None.

(3) Exhibits:

Exhibit No.		Description of Document
23.1*		Consent of KPMG LLP, Independent Registered Public Accounting Firm
31.1*		Certification by Principal Executive Officer of the Trust Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*		Certification by Principal Financial Officer of the Trust Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized.

Bitwise Investment Advisers, LLC, as Sponsor of Bitwise Bitcoin ETF

/s/ Paul Fusaro

By: Paul Fusaro

Chief Operating Officer

(Principal Executive Officer)*

/s/ James Bebrin III

By: James Bebrin III

Vice President

(Principal Financial Officer and Principal Accounting Officer)*

Date: March 11, 2026

* The registrant is a trust and the persons are signing in their capacities as officers or directors of Bitwise Investment Advisers, LLC, the sponsor of the registrant.

FAQ

Why did Bitwise Bitcoin ETF (BITB) file Amendment No. 1 to its Annual Report?

Bitwise Bitcoin ETF filed Amendment No. 1 solely to add the consent of its independent auditor, KPMG LLP, which was inadvertently omitted from the original Annual Report. The amendment also includes updated executive certifications, without changing any previously reported financial statements or other disclosures.

Does the Bitwise Bitcoin ETF (BITB) 10-K/A amendment change any financial results?

The Amendment No. 1 does not change any financial results or other substantive disclosures. It adds the previously missing KPMG LLP auditor consent and new Section 302 officer certifications. All financial statements and related items remain as presented in the original Annual Report for 2025.

What exhibits were added or updated in the Bitwise Bitcoin ETF (BITB) amendment?

The amendment lists a new consent of KPMG LLP as Exhibit 23.1 and updated executive certifications as Exhibits 31.1 and 31.2, plus an Inline XBRL cover page file. These exhibits complete the original Annual Report’s documentation requirements for the 2025 fiscal year.

What is the reported market value and share count for Bitwise Bitcoin ETF (BITB)?

The fund reports aggregate market value of non-affiliate equity of $4,255,977,600 as of the last business day of its most recently completed second fiscal quarter. As of March 10, 2026, Bitwise Bitcoin ETF had 71,970,000 Shares outstanding, reflecting its listed NYSE Arca-traded units.

Are any new financial statements included in the Bitwise Bitcoin ETF (BITB) 10-K/A?

No new financial statements are included in Amendment No. 1. The document explicitly states that no financial statements are filed with the amendment and that these items were already included in the original Annual Report for the year ended December 31, 2025.

How should investors read the Bitwise Bitcoin ETF (BITB) amendment with the original report?

The amendment specifies it should be read together with the original Annual Report. It only adds the missing KPMG LLP consent and updated certifications. The original report has not been otherwise updated for events after its initial filing date.