HODL updates Authorized Participant Agreement for in-kind processes

Rhea-AI Filing Summary

VanEck Bitcoin ETF (HODL) reported that, effective November 20, 2025, it has amended and restated its Form of Authorized Participant Agreement. The change updates the agreement to permit an in-kind creation and redemption process as an alternative to the Trust’s existing cash creation and redemption process. This affects how authorized participants interact with the ETF when creating or redeeming shares, by adding a non-cash option alongside the current cash-based method. The updated agreement is filed as Exhibit 10.1 and is incorporated by reference.

Insights

ETF structure and operations analyst

HODL adds an in-kind option alongside its existing cash creation and redemption process.

The update centers on the Form of Authorized Participant Agreement, which governs how authorized participants create and redeem shares in the VanEck Bitcoin ETF. As of November 20, 2025, the agreement has been amended and restated to include an in-kind creation and redemption process as an alternative to the existing cash-only process.

Allowing in-kind transactions changes the mechanics of how authorized participants interact with the fund, because they can use non-cash assets instead of relying solely on cash for creations and redemptions. The filing states that the revised agreement is included as Exhibit 10.1, which provides the specific operational terms under which these in-kind and cash processes will coexist.

From an investor perspective, the development is structural rather than financial, as there is no new capital raise or earnings information disclosed. Future company filings that reference in-kind activity under this updated agreement will help clarify how frequently each method is used in practice.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): November 20, 2025

VANECK BITCOIN ETF

(Exact name of registrant as specified in its charter)

Delaware			001-41908			85-6811021
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
666 Third Avenue, 9th Floor New York, New York						10017
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (212) 293-2000

Not Applicable

(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
Shares			HODL			Cboe BZX Exchange, 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.

Effective November 20, 2025, VanEck Bitcoin ETF (the "Trust") amended and restated the Form of Authorized Participant Agreement to reflect certain updates to allow in-kind creation and redemption process as an alternative to the Trust's cash creation and redemption process.

The foregoing description of the Form of Authorized Participant Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Form of Authorized Participant Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Form of Authorized Participant
104						Cover Page Interactive Data File (embedded with 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 hereunto duly authorized.

Date: November 20, 2025

VanEck Bitcoin ETF *
By:			VanEck Digital Assets, LLC, as Sponsor of the Trust
By:			/s/ Matthew A. Babinsky
Name:			Matthew A. Babinsky
Title:			Vice President

* The registrant is a trust. The individual specified above is signing in his capacity as an officer of VanEck Digital Assets, LLC, the Sponsor of the registrant.

FAQ

What did VanEck Bitcoin ETF (HODL) announce in this 8-K filing?

The filing states that, effective November 20, 2025, VanEck Bitcoin ETF amended and restated its Form of Authorized Participant Agreement to update how ETF shares can be created and redeemed.

How does the new agreement change the creation and redemption process for HODL?

The amended agreement adds an in-kind creation and redemption process as an alternative to the Trust’s existing cash creation and redemption process for authorized participants.

Does the VanEck Bitcoin ETF filing involve a new securities offering?

No. The content describes a change to the Authorized Participant Agreement that governs how shares are created and redeemed; it does not describe a new securities offering.

When did the amended Form of Authorized Participant Agreement for HODL become effective?

The amended and restated Form of Authorized Participant Agreement became effective on November 20, 2025, which is also the date of the reported event.

Where can investors find the full text of the new Authorized Participant Agreement for VanEck Bitcoin ETF?

The complete Form of Authorized Participant Agreement is filed as Exhibit 10.1 to this report and is incorporated by reference.

Does the 8-K for HODL disclose any new financial results or earnings data?

No. The report focuses on the amended Authorized Participant Agreement and does not present new financial statements or earnings information.