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 1322, 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 58.0201. ~~Departure~~ ofOther ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

OnCorporate ~~October~~Reorganization ~~13, 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 (“GSOIH”), the sole managing member of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC (“GSIS”), announced that Matthew Kummell has stepped down as a Director of the Board of Directors (the “Board”) of GSOIH. Also on October 13, 2025, GSOIH has approved the appointment of Simon Koster as a Director of the Board. Sponsor

~~Mr.~~On ~~Koster~~October is22, ~~the~~2025, ~~Chief~~GSO ~~Strategy~~Intermediate ~~Officer~~Holdings Corporation (“~~CSO~~GSOIH”), ata ~~Digital~~Delaware ~~Currency~~corporation ~~Group~~which was the sole managing member of Grayscale Operating, ~~Inc.~~LLC (“~~DCG~~GSO”), ~~the~~a ~~most~~Delaware ~~active~~limited ~~investor~~liability ~~and~~company ~~incubator~~which inis ~~blockchain~~the sole member of Grayscale Investments Sponsors, ~~digital~~LLC ~~assets~~(“GSIS” or the “Sponsor”), ~~and~~the ~~other~~sponsor ~~decentralized~~of ~~technologies.~~the Asregistrant ~~CSO~~(the “Trust”), ~~Mr.~~consummated ~~Koster~~an ~~leads~~internal corporate reorganization (the ~~investment~~“Reorganization”). ~~team,~~Pursuant ~~managing~~to the ~~portfolio~~Reorganization, ~~comprised~~GSOIH transferred a portion of ~~digital~~its ~~assets~~common membership units of GSO for Class A shares of Grayscale Investments, ~~wholly~~Inc. ~~owned~~(“Grayscale ~~subsidiaries~~Investments”), a Delaware corporation incorporated in connection with the Reorganization, and ~~more~~ceded ~~than~~its ~~250+~~managing ~~early-stage~~member ~~companies~~rights in ~~over~~GSO 35to ~~nations~~Grayscale ~~across~~Investments. As a result of the ~~world~~Reorganization, asGrayscale Investments is now the sole managing member of GSO, the ~~date~~sole member of ~~this~~the ~~filing~~Sponsor.

~~Prior~~Also toin ~~his~~connection ~~current~~with ~~role~~the Reorganization, ~~Mr.~~on ~~Koster~~October ~~was~~22, 2025, DCG Grayscale Holdco, LLC (“DCG Holdco”), the ~~CEO~~sole stockholder of ~~Real~~Grayscale ~~Estate~~Investments, atelected ~~DCG,~~a ~~spearheading~~board ~~both~~of ~~internal~~directors ~~and~~(the ~~external~~“Board”) ~~real~~at ~~estate~~Grayscale ~~ventures~~Investments. ~~Previously,~~Prior heto ~~served~~the asReorganization, ~~CEO~~GSOIH’s board of ~~The~~directors ~~Collective~~was responsible for managing and ~~brings~~directing athe ~~decade~~affairs of ~~real~~the ~~estate~~Sponsor. ~~experience~~As ~~from~~a ~~JDS~~result ~~Development~~of ~~Group~~the Reorganization, ~~where~~the heBoard ~~was~~of ~~instrumental~~Grayscale inInvestments is responsible for managing and directing the ~~acquisition~~affairs of the Sponsor, and ~~development~~consists of ~~top-tier~~Barry ~~residential~~Silbert, ~~hospitality~~Mark Shifke, ~~and~~Simon ~~mixed-use~~Koster, ~~projects~~Peter inMintzberg ~~New~~and ~~York~~Edward ~~City~~McGee, ~~and~~the ~~Miami.~~same Hemembers isas athe ~~graduate~~board of ~~Rutgers~~directors ~~University~~of (BGSOIH prior to the Reorganization.S Mr.) Mintzberg and ~~holds~~Mr. aMcGee ~~Master’s~~also ~~degree~~retain inthe ~~Engineering~~authority ~~from~~granted to them as officers of the ~~University~~Sponsor under the limited liability company agreement of ~~Michigan~~the Sponsor. Mr. Silbert is the Chairperson of the Board of Grayscale Investments.

~~Mr.~~DCG ~~Koster~~Holdco, ~~has~~Grayscale ~~served~~Investments, onGSOIH, ~~the~~GSO ~~board of directors of Foundry~~ and ~~Luno~~GSIS ~~since~~are ~~2023.~~all Heconsolidated ~~has~~subsidiaries ~~served as a director~~ of ~~Fortitude~~Digital ~~since~~Currency ~~2024 and as a director of Yuma since 2025. Each of Foundry~~Group, ~~Luno, Fortitude and Yuma are affiliated with Grayscale~~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 1424, 2025	By:	/s/ Edward McGee
			Edward McGeeChief Financial Officer (Principal Financial and Accounting Officer)*
			Name: Edward McGeeTitle: Chief Financial Officer (Principal Financial and Accounting Officer)*

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

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