[8-K] Grayscale Bitcoin Trust ETF Reports Material Event

Rhea-AI Filing Summary

Grayscale Bitcoin Trust ETF entered a custodial services agreement with Anchorage Digital Bank N.A. under which Anchorage Digital will provide custody and safekeeping services for a portion of the Trust's Bitcoin holdings. Coinbase Trust Company, LLC remains the Trust's primary custodian, and the Sponsor will determine, in its sole discretion, the amounts held at each custodian; no transfer amounts have been determined at this time.

The agreement requires Anchorage Digital to keep private keys for Bitcoin held with it in cold storage, meaning keys are generated and stored offline to reduce hacking risk, while the filing contrasts this with hot storage where keys are held online for more efficient transfers. The contract permits Anchorage Digital to temporarily suspend services during a blockchain fork and to decide whether to support either branch of a fork, while using commercially reasonable efforts to avoid ceasing support for both branches.

The Agreement includes an indemnity from the Trust to Anchorage Digital for certain losses (except where caused by Anchorage Digital) and requires Anchorage Digital to maintain insurance coverage. The Sponsor describes the addition of Anchorage Digital as part of its ongoing risk management as the Trust grows.

Positive

• Custodial diversification: Sponsor will utilize Anchorage Digital to custody a portion of the Trust's Bitcoin, adding a second custodian alongside Coinbase.
• Cold storage requirement: Anchorage Digital is required to keep private keys for Bitcoin held with it in cold (offline) storage, reducing online exposure.
• Insurance obligation: Anchorage Digital must maintain insurance policies and coverage under the Custodian Agreement.

Negative

• Indemnity to custodian: The Trust must indemnify Anchorage Digital and affiliates for certain losses, shifting legal/financial risk to the Trust except where Anchorage caused the claim.
• Fork discretion and service suspension: Anchorage may temporarily suspend services during a Bitcoin blockchain fork and may decide whether to support either branch, potentially affecting asset access.
• Allocation not determined: The Sponsor has not yet determined the amount of the Trust's Bitcoin that will be moved to Anchorage, leaving operational impact uncertain.

Insights

Custody & Risk Analyst

TL;DR Adding Anchorage diversifies custody and mandates cold-key storage, but includes indemnities and fork-discretion that require governance oversight.

The agreement explicitly expands the Trust's custody framework by adding Anchorage Digital to hold a portion of Bitcoin, while retaining Coinbase as primary custodian. Anchorage's cold storage requirement reduces online key exposure, which is a substantive operational control. The contract's allowance to suspend services during a fork and to choose which fork to support creates operational decision points that could affect asset accessibility during network events. Indemnity obligations shift certain legal and financial risks to the Trust, offset in part by Anchorage's insurance requirement. Overall, this is a risk-management enhancement with operational and contractual trade-offs that the Sponsor must manage.

Corporate Governance & Compliance Expert

TL;DR The agreement formalizes multi-custodian controls and introduces explicit contractual responsibilities and exceptions that require active Sponsor governance.

Formally adding Anchorage as a custodian creates documented diversification in custody arrangements, which the Sponsor frames as part of risk management. Key contract terms—cold storage mandate, indemnification by the Trust, insurance requirements, and discretionary fork-support authority for Anchorage—are material contractual provisions that affect counterparty risk allocation and incident response. The Sponsor's sole discretion over allocation between custodians and the current lack of a determined allocation means governance processes will determine how material this change becomes in practice. From a compliance perspective, the Trust must monitor indemnity exposure and ensure the insurance coverage aligns with custody risks.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2025

Grayscale Bitcoin Trust ETF

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41906	46-7019388
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
c/o Grayscale Investments Sponsors, LLC 290 Harbor Drive, 4th Floor
Stamford, Connecticut				06902
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 668-1427

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 8, 2025, Grayscale Investments Sponsors, LLC, the sponsor (the “Sponsor”) of Grayscale Bitcoin Trust ETF (the “Trust”), and Anchorage Digital Bank N.A. (“Anchorage Digital”), a national trust bank chartered by the Office of the Comptroller of the Currency, entered into a custodial services agreement (the “Anchorage Digital Custodian Agreement” or the “Agreement”).

Pursuant to the Anchorage Digital Custodian Agreement, Anchorage Digital will provide services related to custody and safekeeping of the Trust’s Bitcoin holdings.

The Sponsor expects to utilize Anchorage Digital’s services to custody a portion of the Trust’s Bitcoin. The Trust’s existing custody arrangement with Coinbase Trust Company, LLC (“Coinbase”) is unaffected by the Trust’s entry into the Agreement, and Coinbase remains the Trust’s primary custodian. 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 not determined the amount of the Trust’s Bitcoin it will move to Anchorage Digital. The addition of Anchorage Digital reflects the Sponsor’s ongoing risk management approach as part of the Trust’s growing size. References to “the Custodian” in our annual report on Form 10-K for the fiscal year ended December 31, 2024 will be deemed to refer to the Coinbase, Anchorage Digital and/or other Custodians, collectively or in their individual capacities, as the context may require.

Under the Anchorage Digital Custodian Agreement, Anchorage Digital is required to keep all of the private keys associated with the Trust’s Bitcoin held at Anchorage Digital in cold storage. Cold storage is a safeguarding method by which the private key(s) corresponding to Bitcoin is (are) generated and stored in an offline manner. Private keys are generated in offline computers or devices that are not connected to the internet so that they are more resistant to being hacked. By contrast, in hot storage, the private keys are held online, where they are more accessible, leading to more efficient transfers, though they are potentially more vulnerable to being hacked.

In the event of a fork of the Bitcoin blockchain, the Anchorage Digital Custodian Agreement provides that Anchorage Digital may temporarily suspend services, and may, in its sole discretion, determine whether or not to support (or cease supporting) either branch of the forked protocol entirely, provided that Anchorage shall use commercially reasonable efforts to avoid ceasing to support both branches of such forked protocol.

The Anchorage Digital Custodian Agreement requires the Trust to indemnify Anchorage Digital, its affiliates, and their respective officers, directors, agents, employees and representatives against certain losses arising from or related to the Trust’s material breach of the Anchorage Digital Custodian Agreement, among other things, except where a claim was caused by certain acts of Anchorage Digital. The Anchorage Digital Custodian Agreement also requires Anchorage Digital to maintain insurance policies and coverage.

The foregoing description of the Anchorage Digital Custodian Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Anchorage Digital Custodian Agreement, which has been filed with this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Master Custody Service Agreement, dated August 8, 2025, between the Trust and Anchorage Digital Bank N.A.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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.

			Grayscale Investments Sponsors, LLC as Sponsor of Grayscale Bitcoin Trust ETF
Date:	August 8, 2025	By:	/s/ Edward McGee
			Edward McGee Chief Financial Officer (Principal Financial and Accounting Officer)*

*The Registrant is a trust and the persons are signing in their capacities as officers of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant.

FAQ

What did GBTC disclose in the 8-K about Anchorage Digital?

GBTC disclosed it entered a custodial services agreement with Anchorage Digital Bank N.A. Anchorage will custody a portion of the Trust's Bitcoin and must keep private keys for those holdings in cold storage.

Does Coinbase remain the custodian for GBTC?

Yes. The filing states Coinbase Trust Company, LLC remains the Trust's primary custodian and the Sponsor will decide amounts held at each custodian.

How will Anchorage store the Trust's private keys?

Anchorage is required to keep private keys in cold storage, meaning keys are generated and stored offline to be more resistant to hacking; the filing contrasts this with hot storage.

Can Anchorage suspend services during a Bitcoin fork?

Yes. The agreement permits Anchorage to temporarily suspend services during a fork and to determine, in its sole discretion, whether to support either branch, with commercially reasonable efforts to avoid ceasing support for both.

Are there indemnity or insurance provisions in the agreement?

Yes. The Trust must indemnify Anchorage Digital against certain losses (except where caused by Anchorage), and Anchorage is required to maintain insurance coverage.