Item 1.01 Entry into a Material Definitive Agreement
On February 2, 2026, Fidelity Wise Origin Bitcoin Fund (the “Trust”) and BitGo Bank & Trust, N.A. (“BitGo”) entered into a Custodial Services Agreement (the “Agreement”). Pursuant to the Agreement, BitGo will provide services related to custody and safekeeping of the Trust’s bitcoin holdings. Pursuant to the Trust’s unitary fee structure, BitGo’s fees are paid by FD Funds Management LLC, the sponsor to the Trust (the “Sponsor”).
The Trust’s existing custody arrangement with Fidelity Digital Assets, N.A. (formerly, Fidelity Digital Asset Services, LLC) (“FDA”) will remain in force and is unaffected by the Trust’s entry into the Agreement with BitGo. The Trust is not required to hold any particular amount of assets at either FDA or BitGo, and the Sponsor, shall, in its sole discretion, determine the amounts held at either custodian as permitted by the Trust Agreement. At the current time, the Sponsor has no plans to move any of the Trust’s bitcoin to BitGo. The addition of BitGo reflects the Sponsor’s ongoing risk management approach as part of the Trust’s growing size and the Sponsor’s expanding presence in the digital asset space.
Under the Agreement, BitGo’s liability is limited as follows, among others: other than claims arising from BitGo’s fraud, willful misconduct, or gross negligence, in no event shall the aggregate liability of BitGo, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, exceed the fees paid or payable to BitGo under the Agreement during the 3-month period immediately preceding the first incident giving rise to such liability. BitGo’s liability for gross negligence shall be limited to the value of the affected bitcoin. Additionally, BitGo, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, shall not be liable for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorized or unauthorized use of the company site or the services, or the Agreement, even if BitGo has been advised of or knew or should have known of the possibility of such damages. BitGo shall have no liability whatsoever for performance or for failure to perform pursuant to inaccurate instructions given by the Sponsor or the Trust, except in the case of BitGo’s negligence, fraud, or willful misconduct. BitGo shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect the Trust’s computer or other equipment, or any phishing, spoofing or other attack, unless such damage or interruption directly resulted from BitGo’s negligence, fraud, or willful misconduct. BitGo shall not be liable for delays, suspension of operations, whether temporary or permanent, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond the reasonable control of BitGo.
Under the Agreement, the Trust will defend, indemnify and hold harmless BitGo, its affiliates, and each of its or their respective officers, directors, agents, employees, and representatives, from and against any liabilities, damages, losses, costs and expenses, including but not limited to reasonable attorneys’ fees and costs resulting from any third-party claim, demand, action or proceeding arising out of or related to the Trust’s (i) use of BitGo’s custodial services; (ii) breach of the Agreement, or (iii) violation of any applicable law in connection with its use of BitGo’s custodial services.
Either party may terminate the Agreement at any time and for any reason upon (i) in the case of BitGo, one hundred and twenty (120) days prior written notice to the Trust or (ii) in the case of the Trust, sixty (60) days prior written notice to BitGo.
The Agreement is governed by the laws of the State of New York.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Heather Bonner
Effective February 2, 2026 (the “Effective Date”), Heather Bonner, having provided notice of her resignation, shall cease serving as Treasurer (Principal Financial and Accounting Officer) of the Sponsor. Heather Bonner’s decision to resign was not the result of any disagreement relating to the Sponsor or the Fund’s operations, policies or practices.
Appointment of Craig S. Brown
In connection with Heather Bonner’s resignation as Treasurer (Principal Financial and Accounting Officer) of the Sponsor, on the Effective Date, Craig S. Brown will serve as Treasurer (Principal Financial and Accounting Officer) of the Sponsor.
Craig S. Brown, Treasurer (Principal Financial and Accounting Officer)
Mr. Brown is a Vice President (2015-present) and is an employee of Fidelity Investments. Mr. Brown serves as Assistant Treasurer of FIMM, LLC (2021-present). Previously, Mr. Brown served as Assistant Treasurer of certain Fidelity funds (2019-2022).
