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

Rhea-AI Filing Summary

On 4 Aug 2025, Grayscale Bitcoin Trust ETF (NYSE Arca: GBTC) filed a Form 8-K to disclose a key governance change. Barry Silbert, Founder & CEO of Digital Currency Group (DCG) and indirect owner of the Trust’s sponsor, was appointed Director & Chairman by GSO Intermediate Holdings Corp., the sponsor’s managing member. Outgoing Chairman Mark Shifke will remain on the Board as a Director.

Silbert brings extensive digital-asset experience—DCG has invested in 250+ blockchain companies and owns Grayscale Investments, Foundry, Luno, Fortitude and Yuma. The Trust said it is considering adding independent directors to broaden oversight, but offered no timetable. No financial results, compensation details or strategic guidance accompanied the announcement. Exhibit 99.1 contains the related press release; Exhibit 104 provides the cover-page Inline XBRL data.

Positive

• Appointment of Barry Silbert—a recognised crypto leader—may enhance strategic vision and market credibility for GBTC.
• Filing signals intent to add independent directors, which could strengthen governance and investor confidence.

Negative

• No explicit timeline or commitment for appointing independent directors, leaving governance structure uncertain in the interim.

Insights

Corporate Governance Expert

TL;DR: Founder Barry Silbert becomes Chair, increasing sponsor influence; independence plans remain tentative.

Silbert’s elevation centralises control with DCG, aligning GBTC’s board more closely to its parent. His track record in scaling blockchain ventures could sharpen strategic focus, especially as GBTC navigates ETF market competition. However, the filing lacks a concrete framework for adding independent directors, so investors still face opacity around minority protections. Overall governance impact is mixed until independence measures materialise.

Cryptocurrency Industry Analyst

TL;DR: High-profile crypto pioneer at helm likely boosts brand credibility and market confidence.

Silbert’s public profile and deep network across digital-asset markets can enhance GBTC’s visibility and attract institutional flows. His leadership may accelerate product innovation and potential fee adjustments to stay competitive with emerging spot-Bitcoin ETFs. Absence of financial disclosures means immediate earnings impact is indeterminate, yet reputational gains could be meaningful.

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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 4, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2025, Grayscale Investments Sponsors, LLC (together with its affiliates as the context may require, “Grayscale”), the sponsor of the registrant, announced that GSO Intermediate Holdings Corporation, the sole managing member of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC, has approved the appointment of Barry Silbert as a Director and Chairman of the Board of Directors (the “Board”). Mark Shifke will step down from his position as Chairman of the Board, but remain on the Board as a Director. Grayscale is also considering expanding the Board further to include independent directors.

Barry Silbert is the Founder and CEO of DCG, a global investor and incubator building a decentralized future to unlock economic and societal opportunity. A pioneer in blockchain investing, Barry established himself in 2012 as one of the earliest and most active investors in the space. In 2015, he founded DCG and today, it is one of the world’s most prolific investors in decentralized technologies, backing over 250 early-stage companies in over 40 countries around the globe. In 2024 Barry founded Yuma, a decentralized AI-focused DCG subsidiary where he serves as CEO. Yuma invests in, builds, and scales the Bittensor network.

In addition to its investment portfolio, DCG owns Grayscale Investments, Foundry, Fortitude, Luno, and Yuma. DCG also invests directly in digital currencies and other digital assets. Prior to DCG, Barry was the founder and CEO of SecondMarket, a venture-backed technology company that was acquired by Nasdaq. Barry has received numerous awards and accolades including being named Entrepreneur of the Year by both Ernst & Young and Crain’s, and being selected to Fortune’s prestigious “40 under 40” list. Before becoming an entrepreneur, Barry worked as an investment banker in New York. He graduated with honors from the Goizueta Business School of Emory University.

A copy of Grayscale’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Investments in Grayscale Products

Our directors and executive officers are generally permitted to invest their own capital (or capital of estate planning vehicles controlled by them or their immediate family members) directly in our funds and investment vehicles. These investments are entered into in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable investments by similarly situated investors.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated August 4, 2025, of Grayscale
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 4, 2025	By:	/s/ Edward McGee
			Edward McGee Chief Financial Officer (Principal Financial and Accounting Officer)*

*The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant.

FAQ

Why did Grayscale Bitcoin Trust ETF (GBTC) file an 8-K on 4 Aug 2025?

The filing announces Barry Silbert’s appointment as Director and Chairman, replacing Mark Shifke, who remains on the Board.

Who is Barry Silbert and what is his role at GBTC?

Barry Silbert is the Founder & CEO of Digital Currency Group and has been appointed Chairman of GBTC’s Board of Directors.

What happens to former Chairman Mark Shifke after this change?

Mark Shifke steps down as Chairman but will continue to serve as a Director on the Board.

Does the filing disclose any financial or compensation details?

No, the 8-K contains no financial results or compensation terms related to the board change.

Is Grayscale planning to add independent directors to GBTC’s Board?

Yes, the sponsor is considering expanding the Board to include independent directors, but no timeline was provided.