GBTC 8-K: Sponsor reorganization; Grayscale now managing member

Grayscale Bitcoin Trust ETF (GBTC) reported an internal corporate reorganization of its sponsor’s ownership chain.

Accepted by SEC EDGAR 10/24/2025 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Grayscale Bitcoin Trust ETF (GBTC) reported an internal corporate reorganization of its sponsor’s ownership chain. On October 22, 2025, GSO Intermediate Holdings Corporation exchanged a portion of its common membership units of Grayscale Operating, LLC for Class A shares of newly formed Grayscale Investments, Inc. and ceded its managing member rights in GSO to Grayscale Investments. As a result, Grayscale Investments is now the sole managing member of GSO, which remains the sole member of Grayscale Investments Sponsors, LLC, the Sponsor of the Trust.

DCG Grayscale Holdco, LLC, the sole stockholder of Grayscale Investments, elected a board of directors for Grayscale Investments consisting of Barry Silbert (Chair), Mark Shifke, Simon Koster, Peter Mintzberg, and Edward McGee—the same individuals who previously served on GSOIH’s board. The Trust states it does not expect the reorganization to have any material impact on its operations. All involved entities remain consolidated subsidiaries of Digital Currency Group, Inc.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GBTC disclose in its 8-K filing?

An internal corporate reorganization where Grayscale Investments, Inc. became the sole managing member of Grayscale Operating, LLC, which is the sole member of the Sponsor.

Who now manages the Sponsor of GBTC?

Grayscale Investments, Inc. is now the sole managing member of GSO, which is the sole member of Grayscale Investments Sponsors, LLC (the Sponsor).

Did the board overseeing the Sponsor change?

A board was elected at Grayscale Investments with the same members as before: Barry Silbert (Chair), Mark Shifke, Simon Koster, Peter Mintzberg, and Edward McGee.

Will the reorganization affect GBTC’s operations?

The Trust states it does not expect any material impact on its operations.

How is Digital Currency Group related to the entities?

DCG Grayscale Holdco, LLC is the sole stockholder of Grayscale Investments, and all entities mentioned are consolidated subsidiaries of Digital Currency Group, Inc.

What is GBTC’s trading venue and symbol?

GBTC shares trade on NYSE Arca under the symbol GBTC.

What key date is associated with the reorganization?

The reorganization steps occurred on October 22, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 22, 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 8.01. Other Events.

Corporate Reorganization of the Sponsor

On October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation which was the sole managing member of Grayscale Operating, LLC (“GSO”), a Delaware limited liability company which is the sole member of Grayscale Investments Sponsors, LLC (“GSIS” or the “Sponsor”), the sponsor of the registrant (the “Trust”), consummated an internal corporate reorganization (the “Reorganization”). Pursuant to the Reorganization, GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc. (“Grayscale Investments”), a Delaware corporation incorporated in connection with the Reorganization, and ceded its managing member rights in GSO to Grayscale Investments. As a result of the Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor.

Also in connection with the Reorganization, on October 22, 2025, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments. Prior to the Reorganization, GSOIH’s board of directors was responsible for managing and directing the affairs of the Sponsor. As a result of the Reorganization, the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor, and consists of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg and Edward McGee, the same members as the board of directors of GSOIH prior to the Reorganization. Mr. Mintzberg and Mr. McGee also retain the authority granted to them as officers of the Sponsor under the limited liability company agreement of the Sponsor. Mr. Silbert is the Chairperson of the Board of Grayscale Investments.

DCG Holdco, Grayscale Investments, GSOIH, GSO and GSIS are all consolidated subsidiaries of Digital Currency Group, Inc.

We do not expect the Reorganization to have any material impact on the operations of the Trust.

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:	October 24, 2025	By:	/s/ Edward McGee
			Name: Edward McGee Title: 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.